UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE
COMMISSION

SECURITIES EXCHANGE ACT OF 1934
Release No. 44361 / May 29, 2001

ADMINISTRATIVE PROCEEDING
File No. 3-10497

In the Matter of

VITO MICHAEL RANDAZZO,

Respondent.

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ORDER PURSUANT TO SECTION15(b) OF THE SECURITIES EXCHANGE ACT OF 1934 INSTITUTING PROCEEDINGS, MAKING FINDINGS AND IMPOSING A REMEDIAL SANCTIONS

I.

The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that a public administrative proceeding be, and hereby is, instituted pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act") against Vito Michael Randazzo ("Randazzo).

II.

In anticipation of the institution of these proceedings, Randazzo has submitted an Offer of Settlement ("Offer") that the Commission has determined to accept. Solely for the purpose of this proceeding and any other proceeding brought by or on behalf of the Commission, or to which the Commission is a party, and without admitting or denying the Commission's findings contained herein, except as to the jurisdiction of the Commission over him and over the subject matter of this proceeding, and the fact of his criminal conviction set forth in paragraph III.2 below, which are admitted, Randazzo consents to the entry of this Order Pursuant to Section 15(b) of the Securities and Exchange Act of 1934 Instituting Proceedings, Making Findings and Imposing Remedial Sanctions ("Order").

III.

FINDINGS

On the basis of this Order and the Offer submitted by Randazzo, the Commission finds that:1

1. Randazzo, age 29, was a registered representative from May 1997 to January 1998 at A.S. Goldmen & Co. Inc. ("A.S. Goldmen"), a broker-dealer registered with the Commission. Randazzo is a resident of New York.

2. On August 10, 2000, Randazzo was criminally convicted of the crime of Violation of General Business Law §352-C(5) upon the entry of his plea of guilty by the Supreme Court of the State of New York.

3. The indictment underlying the criminal conviction charged, among other things, that Randazzo, acting as a registered representative of A.S. Goldmen, engaged in fraud by making omissions, misrepresentations and false statements regarding the nature and value of certain securities that he sold to investors.

IV.

Based on the foregoing, the Commission deems it appropriate and in the public interest to accept Randazzo's Offer and to impose the sanctions that are set forth in the Offer.

Accordingly, pursuant to Section 15(b) of the Exchange Act, IT IS HEREBY ORDERED that Randazzo be, and hereby is, barred from association with any broker or dealer.

By the Commission.

___________________________
Jonathan G. Katz
Secretary

Footnotes

1 The findings of the Order are not binding on any other person or entity in this or any other proceeding.